A-share securities code: Shanghai Fudan Microelectronics Group Co.Ltd(688385) securities abbreviation: Shanghai Fudan Microelectronics Group Co.Ltd(688385) Announcement No.: 2022013 Hong Kong stock securities code: 01385 securities abbreviation: Shanghai Fudan
Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Announcement on the general election of the board of directors and the board of supervisors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as “the company”) the term of office of the eighth board of directors and the board of supervisors is about to expire. According to the company law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, normative documents and the relevant provisions of the articles of association, the company starts the general election of the board of directors and the board of supervisors. The relevant information is hereby announced as follows:
1、 General election of the board of directors
On March 18, 2022, the company held the 32nd meeting of the 8th board of directors, deliberated and adopted the proposal on the general election of the board of directors and the nomination of executive directors of the 9th board of directors, the proposal on the general election of the board of directors and the nomination of non-executive directors of the 9th board of directors, and the proposal on the general election of the board of directors and the nomination of independent non-executive directors of the 9th board of directors.
The board of directors agreed to nominate Mr. Jiang Guoxing, Mr. Shi Lei, Mr. Yu Jun and Ms. Cheng Junxia as candidates for executive directors of the ninth board of directors after the qualification examination of the candidates for directors of the ninth board of directors by the nomination committee of the board of directors; Ms. Zhang Qianling, Mr. Wu Ping, Ms. Liu Huayan and Mr. Sun Zheng are candidates for non-executive directors of the ninth board of directors of the company; Mr. Cao Zhongyong, Mr. Cai Minyong, Mr. Wang pin (accounting professional) and Ms. Zou Fuwen are candidates for independent non-executive directors of the ninth board of directors of the company (see the annex for the resume of candidates).
Independent non-executive director candidates Mr. Cao Zhongyong, Mr. Cai Minyong and Mr. Wang pin have obtained the qualification certificate of independent director, and Ms. Zou Fuwen has not obtained the qualification certificate of independent director in accordance with the guidelines for the training of senior managers of listed companies and relevant regulations. Ms. Zou Fuwen promised to participate in the latest independent director qualification training held by Shanghai Stock Exchange and obtain the independent director qualification certificate after this nomination.
According to relevant regulations, the candidates for independent non-executive directors of the company shall be reviewed by Shanghai Stock Exchange and submitted to the general meeting of shareholders of the company for deliberation. The company will hold the 2021 annual general meeting of shareholders to consider the change of the board of directors. The directors of the ninth board of directors of the company shall take effect from the date of deliberation and approval at the 2021 annual general meeting of shareholders, and the term of office shall be three years.
The independent non-executive directors of the 8th board of directors of the company have expressed unanimous independent opinions on the above matters.
2、 General election of the board of supervisors
On March 18, 2022, the company held the 13th meeting of the 8th board of supervisors, deliberated and approved the proposal on the general election of the company’s board of supervisors and the nomination of non employee representative supervisors of the 9th board of supervisors, and agreed to nominate Mr. Ren Junyan and Ms. Tang Xiaojie as candidates for non employee supervisors of the 9th board of supervisors of the company (see the annex for the resume of candidates), The above non employee representative supervisors and an employee representative supervisor elected by the employee congress of the company will jointly form the ninth board of supervisors of the company. The term of office of the ninth board of supervisors of the company is three years, which takes effect from the date of deliberation and approval of the annual general meeting of shareholders in 2021.
3、 Other instructions
(I) this general election will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. After the general election of the board of directors and the board of supervisors, the company will review the relevant proposals on the election of the chairman of the board of directors and the chairman of the board of supervisors and the appointment of senior managers as soon as possible, and confirm the composition of various professional committees under the board of directors.
(II) in order to ensure the normal operation of the board of directors and the board of supervisors of the company, the directors of the eighth board of directors and the supervisors of the eighth board of supervisors of the company shall continue to perform their duties in accordance with the company law, the articles of association and other relevant provisions before the completion of this term change.
(III) the qualifications of the above candidates for directors and supervisors meet the requirements of relevant laws, administrative regulations and normative documents for the qualifications of directors and supervisors. There is no situation that they are not allowed to serve as directors and supervisors of the company as stipulated in the company law and the articles of association, and have not been subject to administrative punishment by the China Securities Regulatory Commission or punishment by the exchange. There is no situation that Shanghai stock exchange determines that they are not suitable to serve as directors of listed companies Other circumstances of the supervisor.
The members of the 8th board of directors and board of supervisors of the company have been diligent during their tenure and played a positive role in promoting the standardized operation and sustainable development of the company. The company expresses its heartfelt thanks to all directors and supervisors for their contributions to the development of the company during their tenure!
It is hereby announced.
Shanghai Fudan Microelectronics Group Co.Ltd(688385) board of directors March 21, 2022
Annex I: resume of executive director candidates
Mr. Jiang Guoxing, born in 1953, Chinese nationality, without permanent residency abroad, has a bachelor’s degree in Computational Mathematics from Fudan University and is a professor level senior engineer. From 1987 to 1993, he was the executive manager of Hong Kong Huayu Technology Co., Ltd; From 1993 to 1994, he served as deputy general manager of Shanghai Shanghai Fudan Forward S&T Co.Ltd(600624) Technology Co., Ltd; From 1995 to 2007, he was the director of the office of industrialization and school property management of Fudan University; From 2007 to 2017, he served as Shanghai Fudan Forward S&T Co.Ltd(600624) vice chairman and general manager. He joined the company in July 1998 and is now the chairman and executive director of the company.
Mr. Shi Lei, born in 1967, Chinese nationality, without permanent residency abroad, holds a master’s degree in management science from Fudan University and is a professor level senior engineer. From 1993 to 1997, he was the deputy manager of the Development Department of Shanghai Agricultural Investment Corporation; From 1997 to 1998, he was the general manager of Shanghai The Pacific Securities Co.Ltd(601099) business trust company; From 1997 to 2001, worked in Shanghai commercial investment company; From 2001 to 2015, he successively served as assistant general manager, deputy general manager, general manager and chairman of Shanghai Commercial Investment (Group) Co., Ltd. He joined the company in July 1998 and is now the executive director and general manager of the company. At the same time, he is also the director of venture capital of science and technology park.
Mr. Yu Jun, born in 1968, Chinese nationality, without permanent residency abroad, holds a bachelor’s degree in radio electronics, a master’s degree in electronics and information systems and a senior engineer from Fudan University. Since 1990, he has successively served as teaching assistant, lecturer, associate professor, senior engineer and vice president of microelectronics College of Fudan University. He joined the company in July 1998 and is now the executive director and deputy general manager of the company. At the same time, he also serves as the director of Fuxin Fangao, the director of Hualing Co., Ltd. and the director of fukong Hualong.
Ms. Cheng Junxia, born in 1946, Chinese nationality, without permanent residency abroad, graduated from the Department of physics of Fudan University in 1969, majoring in semiconductors.
From 1969 to 2006, he successively served as teaching assistant, lecturer and professor of Fudan University and director of integrated circuit design and Research Office of Electronic Engineering Department of Fudan University; From 1995 to 2015, he served as the director and general manager of Shanghai Fudan high tech company. He joined the company in July 1998 and is now the executive director and chief engineer of the company and the director of Shanghai Shanghai Fudan Microelectronics Group Co.Ltd(688385) subsidiary (Hong Kong) Co., Ltd. (Fudan Hong Kong).
2、 Resume of non-executive director candidates
Ms. Zhang Qianling, born in 1936, Chinese nationality, without permanent residency abroad, holds a bachelor’s degree in radio electronics from the Department of physics of Fudan University. From 1960 to 2001, he successively served as a professor and doctoral supervisor of Fudan University, the initiator and the first director of the State Key Laboratory of application specific integrated circuits and systems of Fudan University; From 1995 to July 2021, he served as a director of Shanghai Fudan high technology company; From 1998 to 2006, he served as a director of Shanghai Huahong integrated circuit Co., Ltd. From July 1998 to now, he has served as a non-executive director of the company; Since 2001, he has also served as the supervisor of Hualing Co., Ltd.
Mr. Wu Ping, born in 1964, Chinese nationality, without permanent residency abroad, has a college degree in industrial economics and Management Department of spare time university in Jing’an District, Shanghai. From 1995 to 2018, he served as executive director of Shanghai Fosun high tech (Group) Co., Ltd; Director and general manager of Shanghai Commercial Investment Group since 2018; From 2019 to now, he has served as a non-executive director of the company; At the same time, he also served as the chairman of Fudan compound control.
Ms. Liu Huayan, born in 1972, Chinese nationality, without overseas permanent residency, is a graduate student, master of management and economist of Shanghai University of Finance and economics. Former auditor of Jiangnan accounting firm subordinate to Shanghai Jiangnan Shipyard; In Haitong Securities Company Limited(600837) successively served as the deputy director of financing of investment banking department and the core member of investment banking management department; Executive director of the investment banking department of BOC International Securities Co., Ltd. (successively served as deputy leader of the core group, director of the quality control group and deputy director of the M & A financing group) First Capital Securities Co.Ltd(002797) executive director of the investment banking department of JPMorgan Securities Co., Ltd. and member of the Audit Committee; Managing director of Shangrong Capital Management Co., Ltd. and member of the Investment Review Committee. He is now the deputy general manager of Shanghai Commercial Investment (Group) Co., Ltd. From November 5, 2021 to now, he has served as a non-executive director of the company.
Mr. Sun Zheng, born in 1974, Chinese nationality, without permanent residency abroad, has a bachelor’s degree from Shanghai University of Finance and economics, a master’s degree in Business Administration from Fudan University and an economist. He used to be the investment director of SAIC investment company under Saic Motor Corporation Limited(600104) company, the assistant to the general manager of SAIC information industry investment company, the assistant to the chief financial officer of SAIC, and the deputy manager of the investment banking department of SAIC finance company; Financial director of Shanghai Wenguang interactive TV Co., Ltd; Assistant to the general manager of Shanghai New Rural Construction Investment Co., Ltd; Executive deputy general manager of blockbuster Investment Management Co., Ltd; Chief financial officer of Shanghai First Financial Media Co., Ltd. and executive director of Shanghai first financial investment management company; Legal representative and general manager of Shanghai Wenguang Capital Management Co., Ltd. He is now the deputy general manager of Shanghai Commercial Investment (Group) Co., Ltd. From November 5, 2021 to now, he has served as a non-executive director of the company.
3、 Independent non-executive director candidate
Mr. Cao Zhongyong, born in 1958, Chinese nationality, without permanent residency abroad, holds a doctorate in economics from Northern Jiaotong University. From 1992 to 1996, he was an associate professor of Shanghai Railway University and assistant to the president of the school of international economics and management; From 1996 to 1997, he was a professor and deputy director of the scientific research department of Shanghai Railway University; From 1997 to 1998, he was a visiting scholar at the Kennedy School of politics of Harvard University; From 1998 to 2018, he served successively as deputy director and director of Shanghai leading cadre examination and evaluation center and director of Shanghai operator talent development center, and retired in 2018. Since June 2019, he has served as an independent non-executive director of the company.
Mr. Cai Minyong, born in 1956, Chinese nationality, without permanent residency abroad, holds a bachelor’s degree in economics and management from Fudan University. From 1993 to 1996, he served as party secretary and factory director of Shanghai Wuzhou pharmaceutical factory and chairman of Shanghai Wuzhou Hester Pharmaceutical Co., Ltd; From 1994 to 1996, he served as the chairman of Shanghai Jiuzhou Property Development Co., Ltd; From 1995 to 1996, he served as the chairman of Shanghai Xianfeng antibil Pharmaceutical Co., Ltd. and the party secretary and general manager of Shanghai Xianfeng Pharmaceutical Co., Ltd; From 1996 to 1998, he served as deputy director of the enterprise cadre management office of the Organization Department of the CPC Shanghai Municipal Committee; From 1999 to 2003, he served as the director of Shanghai high tech achievements transformation center; From 1999 to 2003, he served as the director of Shanghai high tech achievements transformation center; From 2001 to 2004, he was the director of Shanghai Science and technology development and exchange center; From 2004 to 2014, he served as party secretary and President of Shanghai United equity exchange; From 2005 to 2014, he served as the chairman of the common market for property rights trading in the Yangtze River Basin; From 2005 to 2019, he served as an arbitrator of China International Economic and Trade Arbitration Commission; From 2013 to 2018, he served as a member of the financial and Economic Committee of Shanghai Municipal People’s Congress; He was a member of the Standing Committee of Shanghai Municipal People’s Congress from 2018 to 2019. Since June 2019, he has served as an independent non-executive director of the company.
Mr. Wang pin, born in 1974, Chinese nationality, without permanent residency abroad, holds a master’s degree in Business Administration from Shanghai National Accounting College, and is a Chinese certified public accountant. From 1996 to 2005, he was the manager of the Audit Department of Shanghai Gongxin certified public accountants; From 2005 to 2016, he served as the chief financial officer of Shanghai Jiyou Machinery Co., Ltd; Since 2017, he has been a partner of Shanghai luanhei Investment Management Co., Ltd. Since June 2019, he has served as an independent non-executive director of the company.
Ms. Zou Fuquan, born in 1967 at East China University of political science and law, is a permanent graduate student of international trade and economics, Shanghai. From June 1993 to January 2000, he was a lawyer of Shanghai Baoshan law firm; From January 2000 to April 2005, he was a lawyer of Shanghai Yinxing law firm; From May 2005 to June 2017, he served as the director of Shanghai Haokun law firm; From July 2017 to now, he has served as the director of Shanghai Baihui law firm; He is also the vice president of Shanghai Lawyers Association and the president of Shanghai Women Lawyers Association.
4、 Resume of non employee supervisor candidates
Mr. Ren Junyan, born in 1960, Chinese nationality, without permanent residency abroad, holds a master’s degree in semiconductor physics and semiconductor device physics from Fudan University, and is a member of the Institute of electrical and Electronic Engineers (IEEE). Since 1986, he has successively served as teaching assistant, lecturer, associate professor, professor and doctoral supervisor of Fudan University. From June 2019 to now, he has served as the supervisor of the company.
Ms. Tang Xiaojie, born in July 1981, Chinese nationality, without permanent residency abroad, is a graduate student and master of business at Ballarat University in Australia. Former accountant of Dali food additives Co., Ltd; Accountant of Shanghai Nile Environmental Protection Technology Co., Ltd Industrial Bank Co.Ltd(601166) sales; Audit of HNA Group; Internal audit supervisor of Shanghai Minqiang investment (Group) Co., Ltd. He is currently the deputy general manager of the Audit Department of Shanghai Commercial Investment (Group) Co., Ltd.
